Vancouver, British Columbia--(Newsfile Corp. - October 20, 2016) - TANQUERAY EXPLORATION LTD. (TSXV: TQY.H) ("Tanqueray") is pleased to announce that it has entered into a share exchange agreement dated October 20, 2016 (the "Definitive Agreement") with ImmunoPrecise Antibodies Ltd. ("IPA") and the shareholders of IPA whereby Tanqueray has agreed to acquire all of the issued and outstanding shares of IPA (the "Transaction"). Tanqueray is currently listed on the NEX board of the TSX Venture Exchange (the "Exchange") and, upon successful completion of the Transaction, will be a Tier 2 industrial issuer.
About ImmunoPrecise Antibodies Ltd.
IPA was incorporated on May 9, 1995 under the laws of the province of British Columbia. IPA is a premier supplier of custom monoclonal and polyclonal antibodies for a variety of species including rabbit, mice and rat for monoclonal hybridomas and for rabbit, rat, goat and sheep for polyclonal antibodies, custom peptide production services and cryopreservation services.
Utilizing IPA's state of the art laboratory services, IPA supplies customized monoclonal and polyclonal antibodies to customers worldwide. The target market for the IPA products and services are to academic, biotech and pharmaceutical industries.
IPA is controlled by Katherine and Robert Beecroft.
The following sets forth the selected annual financial information of IPA for the fiscal years ended April 30, 2016 and 2015.
| As at April 30, 2016 (audited) | As at April 30, 2015 (audited) | |
| Total Assets | 1,380,418 | 1,131,175 |
| Total Liabilities | 472,153 | 308,945 |
| Net Income (Loss) | 151,035 | 291,648 |
Terms and Conditions of Proposed Transaction
On October 20, 2016, Tanqueray entered into the Definitive Agreement with IPA and the shareholders of IPA whereby Tanqueray has agreed to acquire all of the issued and outstanding shares of IPA. Under the terms of the Agreement, Tanqueray will (A) pay the principal shareholders $1,000,000 and (B) issue such number of shares to the shareholders of IPA such that they hold twenty five percent (25%) of the issued and outstanding shares of Tanqueray on closing of the Transaction and Financing (as defined below). Currently, Tanqueray anticipates that approximately 7,758,549 common shares of Tanqueray will be issued to the shareholders of IPA.
In conjunction with closing of the Transaction, Tanqueray plans to change its name to "ImmunoPrecise Antibodies Ltd." and the common shares of Tanqueray will be listed on the Exchange under a new trading symbol.
Following closing of the Transaction and the Financing, Tanqueray anticipates that it will have approximately 31,034,198 common shares issued and outstanding.
None of the Non-Arm's Length Parties to Tanqueray have any direct or indirect interest in IPA nor are they insiders of IPA. There is no relationship between or among the Non-Arm's Length Parties of Tanqueray and the Non-Arm's Length Parties of IPA.
Non-Brokered Private Placement Financing
In conjunction with closing the Transaction, Tanqueray will be completing a proposed private placement offering of 10,000,000 common shares of Tanqueray at a price of $0.30 per share for gross proceeds of $3,000,000 (the "Financing").
Subject to acceptance by the Exchange, Tanqueray may pay finders a fee in cash and/or warrants.
The proceeds of the Financing will be used to fund the development and marketing of IPA's products and general working capital purposes.
Conditions to Closing the Transaction
The obligations of Tanqueray and IPA to complete the Transaction are subject to the satisfaction of customary conditions precedent including, but not limited to: (i) Exchange approval; (ii) the receipt of all necessary shareholder and board of director approvals; (iii) the completion of Financing; (iv) the absence of any material breach of the representations, warranties and covenants made by each party to the other; and (vii) other conditions which are customary for a transaction such as the Transaction.
Proposed Directors and Officers of the Resulting Issuer
On closing of the Transaction, Tanqueray anticipates the following persons will be directors and officers of the Resulting Issuer.
Thomas D'Orazio, Chief Executive Officer and Director
Thomas D'Orazio has served as Chief Executive Officer of IPA since August 28, 2016. Mr. D'Orazio is an experienced business executive with over 20 years in the life sciences and pharmaceutical industries where he has a successful track record building teams to develop and implement strategic growth plans. Mr. D'Orazio has worked for notable industry companies such as such as Pfizer, Merck and QLT. Mr. D'Orazio is also an entrepreneur who has founded or co-founded multiple life-sciences related companies. Mr. D'Orazio has a B.Sc. in Chemistry from Loyola University of Chicago and an MBA from Vanderbilt University.
Robert Beecroft, President, Chief Technical Officer and Director
Robert Beecroft is the President, former CEO and founder of IPA and has over 25 years experience in the development of innovative and proprietary methods for the production of monoclonal and polyclonal antibodies and peptides. Mr. Beecroft has a B.Sc in Microbiology from University of Victoria and has been involved in over 15 Research Projects over the course of the last 25 years and been an instructor for graduate students at the University of Victoria on the use and production of monoclonal antibodies for over 13 years.
Natasha Tsai, Chief Financial Officer
Ms. Tsai is a Chartered Professional Accountant with Malaspina Consultants Inc. Prior thereto, she was a senior accountant with Grant Thornton LLP. She has acted as CFO and/or controller of a number of listed companies, including Hello Pal International Inc. and Rockridge Capital Corp., and has corporate finance and listed company experience in a number of sectors. She has a Bachelor of Commerce degree.
Guy Champagne, Director
Guy Champagne is an accomplished businessman and entrepreneur. Since August 2015, Mr. Champagne has served as a director of Seahawk Ventures. From January, 2014, actively involved involving the management and operation of a group of various privately-owned companies including: President of Aequitor Inc., Vice-President of Real Estate Webmasters Inc., Hardy Buoys Smoked Fish Inc., and Atlas Engineered Wood Products Inc. Mr. Champagne served as Managing Partner and Senior Partner of BDC Consulting between 2006 and 2013, retiring in December 2013. Mr. Champagne maintained designation as a Certified Management Consultant (Canadian Association of Certified Management Consultants) until 2016. During the late 1970's and 1980's and coincident with early success in business, he pursued education including the Canadian Securities Course, the Canadian Institute of Chartered Business Valuators training program for the Chartered Business Valuator designation, and he has an Honours Mathematics degree from McGill University.
Greg Smith, Director
Greg Smith is a seasoned capital markets veteran who held senior positions in investment banking before recently transitioning to private equity with the acquisition of one of the largest HVAC companies in Western Canada. Mr. Smith also held the position of Portfolio Manager for Phillips, Hagar & North & Executive Director, Canadian Securitization Group, CIBC World Markets in Toronto for close to ten years. Mr. Smith, currently serves as President & Director of Broadway Refrigeration & Air Conditioning Co. Ltd. and Omega Mechanical Ltd. who collectively have over 150 employees. Mr. Smith earned an MBA from Dalhousie University and is a Chartered Financial Analyst and has served in advisory positions to multiple private and public ventures. He is currently serving as Chairman of Lite Access Technologies.
Dr. James Kuo, Director
Dr. James Kuo, MD, MBA is currently the Chief Executive Officer of the Finnish biotechnology company FIT Biotech Ltd. James Kuo is an experienced biotech industry executive and investor, who brings a wealth of business and management experience to the company. During his impressive career, he has held executive positions in private as well as listed biotech companies in the US. His most recent assignments have been as a CEO with Biomicro Systems, Inc. and Synthetic Biologics, Inc. Prior to that, he was CEO of Discovery Laboratories, Inc. after having worked as Associate Director in corporate licensing and development at Pfizer Inc. James Kuo is presently Chairman of the Board at Athena Bioventures in La Jolla, CA.
A physician by training, James Kuo got his MBA at the Wharton School of the University of Pennsylvania. In addition he holds a BA in Molecular Biology.
Dawn Wattie, Corporate Secretary
Dawn Wattie is a barrister and solicitor specializing in assisting companies involved in the advanced technology and the commercialization of intellectual property. Ms. Wattie holds a BA from University of Victoria and LLB from University of Windsor and was called to the BC Bar in 1989. Ms. Wattie has been in private practice since 1997. Ms. Wattie acted as corporate secretary for CB Gold Inc. from 2010 until 2015.
Stock Options
In conjunction with closing the Transaction, Tanqueray will grant 1,655,000 stock options to the officers, directors, employees and consultants of the Tanqueray. The options will be exercisable at a price of $0.30 per share, be subject to vesting provisions and be exercisable for a period of five years from the grant date.
Sponsorship and Shareholder Approval
Tanqueray will apply for a waiver of the requirement to engage a sponsor and obtain shareholder approval of the Transaction.
Finder's Fee
In conjunction with closing of the Transaction, Tanqueray will pay a finder's fee equal to 2.5% of the value of the acquisition by Tanqueray.
About Tanqueray
Tanqueray is a company continued under the laws of the Business Corporations Act (British Columbia). Tanqueray is listed on the NEX board of the TSX Venture Exchange and has been actively evaluating and seeking alternative business.
For further information please contact:
Tanqueray Exploration Ltd.
Mark Wayne, President
(403) 263-9055
Information set forth in this news release contains forward-looking statements. These statements reflect management's current estimates, beliefs, intentions and expectations; they are not guarantees of future performance. Tanqueray cautions that all forward looking statements are inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyond Tanqueray's control. Such factors include, among other things: risks and uncertainties relating to Tanqueray's ability to complete the proposed Transaction; and other risks and uncertainties, including those to be described in the Filing Statement to be filed by Tanqueray on www.sedar.com. Accordingly, actual and future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward looking information. Except as required under applicable securities legislation, Tanqueray undertakes no obligation to publicly update or revise forward-looking information.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, disinterested Shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Tanqueray should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
A halt in trading shall remain in place until after the Transaction is completed or such time that acceptable documentation is filed with the TSX Venture Exchange.
NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
